Members' Equity

9 Months Ended

Sep. 30, 2011

Members' Equity

Members' Equity

12. Members' Equity

        The Company has two classes of membership interests: (1) voting membership interests ("Voting Units") and (2) non-voting membership interests ("Non-Voting Units" and together with the Voting Units, collectively "Units"). On the Effective Date, 100 Voting Units were issued to Station Voteco LLC ("Station Voteco") representing 100% of the Company's outstanding Voting Units and 100 Non-Voting Units were issued to Station Holdco LLC ("Station Holdco") representing 100% of the Company's outstanding Non-Voting Units. Station Voteco is the only member of the Company entitled to vote on any matters to be voted on by the members of the Company. Station Holdco, as the holder of the Company's issued and outstanding non-voting units, will not be entitled to vote on any matters to be voted on by the members of the Company, but will be the only member of the Company entitled to receive distributions as determined by its Board of Managers out of funds legally available therefor and in the event of liquidation, dissolution or winding up of the Company, is entitled to all of the Company's assets remaining after payment of liabilities.

        Station Voteco is owned by (i) an entity owned by Frank J. Fertitta III and Lorenzo J. Fertitta, (ii) Robert A. Cashell Jr., who was designated as a member of Station Voteco by German American Capital Corporation, and (iii) Stephen J. Greathouse, who was designated as a member of Station Voteco by JPMorgan Chase Bank, N.A. Messrs. Cashell and Greathouse are also members of the Company's Board of Managers. Fertitta Station Voteco Member LLC, an entity owned by Frank J. Fertitta III and Lorenzo J. Fertitta collectively, owns 49.9% of the voting equity interests in Station Voteco, and each of Messrs. Cashell and Greathouse own 31.35% and 18.75% respectively, of the voting equity interests in Station Voteco and, as a result, each may be deemed to be a beneficial owner of the Company's Voting Units.

        The equity interests of Station Holdco are owned by (i) FI Station Investor, LLC, an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta, (ii) designees of German American Capital Corporation, one of the Mortgage Lenders and an indirect wholly owned subsidiary of Deutsche Bank AG, (iii) designees of JPMorgan Chase Bank, N.A., one of the Mortgage Lenders and (iv) indirectly by certain general unsecured creditors of STN. FI Station Investor owns approximately 45% of the units of Station Holdco, German American Capital Corporation owns approximately 25% of the units of Station Holdco, JPMorgan Chase Bank, N.A. owns approximately 15% of the units of Station Holdco and former unsecured creditors of STN indirectly own approximately 15% of the units of Station Holdco. In addition, the former mezzanine lenders of STN indirectly own warrants to purchase approximately 1.6% of the units of Station Holdco on a fully diluted basis, FI Investor owns warrants with rights to purchase approximately 1.07% of the units of Station Holdco on a fully diluted basis, the Mortgage Lenders own warrants to purchase approximately 0.53% of the units of Station Holdco on a fully diluted basis and former unsecured creditors of STN indirectly own warrants to purchase approximately 1.3% of the units of Station Holdco on a fully-diluted basis. The warrants held indirectly by the former mezzanine lenders and the former unsecured creditors of STN have an initial exercise price of $2.50 per unit that will increase by 15% on each of the third through seventh anniversaries of the Effective Date. The warrants held by FI Investor and the Mortgage Lenders have an initial exercise price equal of $3.00 per unit that will increase by 15% on each of the third through seventh anniversaries of the Effective Date. The warrants may only be exercised following the earlier of (i) the six and one-half year anniversary of the Effective Date and (ii) the occurrence of a capital raising transaction by Station Holdco that involves a determination of the equity value of Station Holdco (other than the transactions contemplated by the Plan) which expire on the seventh anniversary of the Effective Date.

• Other Comprehensive Income

        ASC Topic 220, Comprehensive Income requires companies to disclose other comprehensive income (loss) and the components of such income (loss). Comprehensive income (loss) is the total of net income (loss) and all other non-stockholder changes in equity. Comprehensive loss was computed as follows (amounts in thousands, unaudited):

	Successor			Predecessor
				Three Months Ended September 30, 2010
	Three Months Ended September 30, 2011			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
Net loss	$	(18,370	)	$	(265,824	)	$	(11,085	)
Unrealized loss on interest rate swaps		(23,130	)		—			—
Reclassification of unrealized losses on interest rate swaps, net of tax, into operations		2,262			—			—
Unrealized (losses) gains on available-for-sale securities, net of tax		(146	)		37			—
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax		—			(11	)		—
Comprehensive loss	$	(39,384	)	$	(265,798	)	$	(11,085	)

	Successor			Predecessors
				Period From January 1, 2011 Through June 16, 2011					Nine Months Ended September 30, 2010
	Period From June 17, 2011 Through September 30, 2011
				Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
Net (loss) income	$	(19,813	)	$	3,357,474		$	626,364	$	(388,972	)	$	(72,784	)
Unrealized loss on interest rate swaps		(23,130	)		—			—		—			—
Reclassification of unrealized losses on interest rate swaps, net of tax, into operations		2,262			—			—		1,985			6,108
Unrealized (losses) gains on available-for-sale securities, net of tax		(120	)		25			—		(75	)		—
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax		—			(19	)		—		(31	)		—
Comprehensive (loss) income	$	(40,801	)	$	3,357,480		$	626,364	$	(387,093	)	$	(66,676	)

        The components of accumulated other comprehensive income (loss) are as follows (amounts in thousands):

		Successor			Predecessors
					December 31, 2010
		September 30, 2011			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
		(unaudited)
Unrealized loss on available-for-sale securities, net of tax		$	(120	)	$	(165	)	$	—
Unrealized loss on interest rate swaps			(20,868	)		—			—
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax			—			208			—
	Accumulated other comprehensive income (loss)	$	(20,988	)	$	43		$	—